Dxc Technology Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees to the Board to serve until the 2027 annual meeting.

2. 2

   Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending March 31, 2027

   ManagementBoard: FOR

   Ratify appointment of Deloitte & Touche LLP as DXC’s independent registered public accounting firm for fiscal 2027.

3. 3

   Non-Binding Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement for fiscal 2026.

   More detail

   This advisory proposal asks stockholders to endorse the company's fiscal 2026 executive pay program as disclosed in the proxy. Management argues the program is strongly pay-for-performance, with majority of compensation at-risk and significant PSU weighting tied to multi-year Free Cash Flow and Revenue metrics with rTSR modifier; the Board recommends FOR to signal alignment, and notes prior strong shareholder engagement and prior say-on-pay support. A sophisticated analyst should note the non-binding nature of the vote, the heavy use of performance-based PSUs (particularly front-loaded awards for CEO and CFO that replace three years of annual grants), potential retention and governance considerations, and the implications of realized pay outcomes and clawback policies on alignment and risk.

4. 4

   Approval of Term Extension and Increase in Shares Available Under Amended and Restated DXC Technology Company 2017 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve amendments to the 2017 Omnibus Incentive Plan to extend its term to March 30, 2037 and increase the share reserve by 20 million shares to 71,200,000.

   More detail

   Management seeks shareholder approval to amend the 2017 Omnibus Incentive Plan to add 20 million shares and extend the plan term by ten years to 2037. The proposal is transaction-type governance housekeeping to ensure continuity of equity awards and to support retention and long-term incentives. Management justifies the request by citing historic burn rates (combined with the DIP) averaging 4.3% annually and the expectation that approval would provide share runway through fiscal 2030; they emphasize anti-dilution controls like no liberal share recycling, no evergreen provision, clawback policies, limits on repricing without shareholder approval, and individual award caps. The board recommends FOR, noting alignment of equity awards with stockholder interests and governance features retained. A sophisticated analyst should evaluate dilution (pro forma ~29.7% including both plans and outstanding awards), the size relative to peer practices, the use of front-loaded awards for CEO/CFO, and potential long-term impacts on shareholder value and executive alignment.

5. 5

   Approval of Term Extension and Increase in Shares Available Under Amended and Restated DXC Technology Company 2017 Non-Employee Director Incentive Plan

   ManagementBoard: FOR

   Approve amendments to the 2017 Non-Employee Director Incentive Plan to extend its term to March 30, 2037 and increase the share reserve by 1,000,000 shares to 2,245,000.

   More detail

   Management requests shareholder approval to amend the Non-Employee Director Incentive Plan to add 1 million shares and extend its expiration by ten years to 2037 to ensure sufficient runway for non-employee director equity awards. The rationale cites remaining available shares as of March 31, 2026 (358,356) being insufficient for expected future grants, market volatility's impact on share needs, and alignment with standard market practice on term extensions. The board recommends FOR, and management emphasizes limited dilution and customary governance protections in the plan. Analysts should consider the modest dilution impact relative to employees' plan, historical grant practices for directors, and whether director compensation remains market-competitive given peers.

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When is the Dxc Technology Co 2026 annual meeting?

Dxc Technology Co (DXC) holds its 2026 annual shareholder meeting on Tuesday, July 21, 2026.

What is the record date for the Dxc Technology Co 2026 meeting?

The record date for the Dxc Technology Co 2026 meeting is Thursday, May 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dxc Technology Co's 2026 meeting?

The board is presenting 9 director nominees at the Dxc Technology Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dxc Technology Co 2026 meeting?

Shareholders will vote on 5 proposals at the Dxc Technology Co 2026 meeting, each tagged with who proposed it and the board's recommendation.